About the ProductionWith a storyline that travels from the deserts of Islamabad,
skyscrapers in Tokyo, the mountain peaks of the Himalayas, a
sub-terranean prison in Germany to the streets of D.C., the filmmakers
had the extraordinary task of finding a location that could accommodate
most of the various elements needed. Unlike many films of this size and
scope who rely on CGI-based technology to create their visual worlds,
the filmmakers wanted to utilize practical locations as much as
possible to stay in-line with the effort and mandate to make the film
more reality-based and grounded.

After a meticulous search of various locations with the knowledge that
certain key exteriors could be captured with a reduced unit outside of
the main unit, the producers found most of the elements needed in New
Orleans, Louisiana.

"We realized that we couldn't do this in all the actual places in the
script and looked at a reduced second unit approach and try to base the
movie in one place," explains Executive Producer Herb Gains.
"After touring the various potential locations with Lorenzo and Jon, we
all agreed on New Orleans and it worked extremely well for us."

Taking advantage of some of the southern aesthetics, the attractions of
New Orleans and the surrounding areas, the filmmakers decided to make a
few alterations to the script. Once such adjustment was
setting the final sequence of the film at Fort Sumter, a bunker just
outside of New Orleans where the first shot of the Civil War was
fired. "With some clever screenwriting and without any real
loss in terms of storytelling, we found the right location in Louisiana
that could serve us well and offer some historical value to elevate the
final act of the film," explains Gains.

The 72-day shoot began outside of Baton Rouge in a massive man-made
sandpit that served as the deserts of Pakistan. With the
summer heat and humidity reaching well above 100 degrees and virtually
no-shade for shelter, the experience brought the cast and crew together
in an invaluable way. "Starting off the movie in
the sand pit put everyone into a war mentality right off the bat, we
were under siege," recounts di Bonventura. "The temperature
and humidity were extreme and it made a common misery and there's a
certain amount of fun that comes from that. We survived the
desert together and that bonded the group in a really interesting way."

For director Jon M. Chu, it was a great way to jump into the
fire. "It was the most intense heat I've ever experienced and
we were all just getting to know each other. On top of that,
it's my first action movie and we were starting with an extensive
sequence with huge explosionsâ€¦it definitely felt like our own boot camp
of sorts."

The unforgiving weather was particularly challenging for the cast, who
were outfitted in their full military gear and weaponry and had to
trudge up and down the massive sand hills repeatedly over a week and a
half. Recalls Johnson, "You're in the sand and it's hot,
sweaty and muggy and it's easy to get tired and pissed off, but at the
end of the day we were all in it together for the betterment of the
team and, ultimately, the movie."

One of the challenges of filming outside of production-heavy cities
like Los Angeles, Vancouver, Sydney or London is the lack of
infrastructure needed to support a film of this scope. A huge
component to making this film a reality in New Orleans was the NASA
Michoud Assembly Facility, which was utilized as the film's makeshift
production facility and housed most of the grandiose
sets. The dismantling of the Space
Shuttle program allowed the facility to open its doors for the first
time to a film production and allowed the creative team to create the
various environments and large-scale sets needed for the project.

In addition to the extraordinary amount of acreage available, the
massive warehouses offered 250-foot ceiling height built to accommodate
assembly of the massive pieces of the Space Shuttle and their fuel
boosters. This gave the creative team the ability to
construct multiple sets of significant size simultaneously.
Throughout production sets were in a constant state of transformation;
either being assembled, used or being struck in preparation for the
next round of construction. "One of the many things
that NASA gave us was space and the ability to expand and contract,"
explains Executive Producer Herb Gains. "There were times we
had two units filming here simultaneously, sets going up and coming
down and probably had up to 700 employees working here at once. Never
once did we trip over each other, there was that much space."

Producers surrounded the director with an accomplished group of
behind-the-scenes talent to support his vision that included
cinematographer Stephen Windon, who had recently lensed one of 2011's
biggest films, THE FAST & THE FURIOUS 5, costume designer
Louise Mingenbach, production designer Andrew Menzies, stunt
coordinator Steve Ritzi, fight coordinator Thomas Dupont and second
unit director George Ruge. "One of Jon's greatest strengths
is that he has a very strong ego, but doesn't have to deny other
people's ideas. As a result, he is a great collaborator and has brought
out the best in everybody," says di Bonaventura. "He's taken
their best ideas and combined with his own and that's resulted in the
best that we could have hoped for."

When it came to the visual look and scope of the film, the filmmakers
enlisted the innovative input of production designer Andrew Menzies,
who had served as art director on such films as MUNICH and
SYRIANA. Menzies was excited about taking the film out of the
CGI world into the real world and how that would translate to the
overall look of the film. "When I read the script I got very
excited about the possibility of bringing some real grit to it similar
to other military films like BLACK HAWK DOWN," recalls Menzies.

Upon hearing Menzies initial ideas about the look, tone and textures of
the film, Chu trusted that Menzies was just the designer to bring the
far-reaching worlds of G.I. JOE into the real world. "From
the beginning we knew we wanted the movie to have real texture to it,
to have a lot of layers and thickness to it and we knew that Andrew had
the ability to make his sets feel lived-in and not fake."

Having massive spaces to work with gave Menzies and his team the
ability to create the various worlds of G.I. JOE with unprecedented
restriction. "I was on the first scouts of NASA with Lorenzo and Jon
and Herb and I think it was a done deal once we saw the size of the
VAB. It was such a unique environment for a film to shoot. It
was almost too big, but it was too juicy a morsel to pass up," laughs
Menzies.

"Andrew did a phenomenal job. It was a big challenge and he just killed
it," says di Bonaventura. "We have an extraordinary number of
looks in the film and they are all incredibly rich. We jump
all over the map and visual diversity offers a real 'wow' factor."

Whether it be the sub-terranean prison, the modern urban Zen
sophistication of the Tokyo skyscraper dojo or the rustic monastery on
a Himalayan mountaintop, Menzies was put to the task of creating each
space to fit within the framework of one film. One of the
most engaging sets for the designer was the Arashikage set where Snake
Eyes and Jinx train with the Blind Master. The dojo is a
perfect combination of modern and rustic incorporating both organic and
industrial materials into the contradiction of a Zen dojo on top of a
Tokyo skyscraper.

This environment exemplified the idea of two-worlds
colliding. "When you put a dojo on the top of the tallest
skyscraper in Tokyo, it speaks to the fusion of our movie, which is the
old and the very new, the modern and the ancient," explains di
Bonaventura.

In his design, Menzies had to keep the action sequences in mind and how
the set would affect the stunt sequence and vice-versa.
"Obviously, I wanted the sets to look as beautiful as possible but had
to always keep in mind the stunts and performances," recalls
Menzies. "I was very cognizant of this in the approach to the
look of the sets and the dojo is a classic example of that."

Beyond the mere functionality of the sets, Jon M. Chu appreciated how
the realism of the sets inspired the actors. "The sets gave the actors
a lot of room to play it more real. From the monastery in the
Himalayan Mountains, the visitor's center, the prison and the new
'pit', he designed a collage of worlds for us."

"Andrew knocked this one out of the park. Every set you walk
onto you can't believe how cool it looks and it really energizes the
cast and crew. It's a perfect example of what production
design can really mean to a movie," says Howsam.

Working closely with Menzies to create a thread line through the entire
look of the film was Costume Designer Louise Mingenbach, who approached
the film with the objective to build upon what worked from the first
installment and bring in new looks when needed. "Having the
first film as a reference was a great tool," she explains.
"We looked at what we wanted to continue with and what we might want to
change and that gave us a great leg up."

Making the film more reality-based meant making some changes to the
design of the character's costumes and overall looks while not straying
too far from the mythology. Walking the thin line between the real
world and the G.I. JOE world was taken into great
consideration. "I think one of the challenges with this type
of movie is how these characters would exist in the real world because
if it's not done properly, it just doesn't look good and people won't
buy into it," says Erik Howsam. "Louise did a tremendous job
bringing the looks of these great characters into more of the real
world."

For the G.I. JOE team, Mingenbach made a departure from the
one-size-fits-all universal uniform of the first installment to
crafting a look that catered to each character's specific set of
skills. Each of the core G.I. JOE team members has their own
signature combat chest-plate that provided a little insight into their
fighting style. For Dwayne Johnson, putting on Roadblock's
G.I. JOE uniform helped him get into the mindset. "The vest I
wear was specifically made just for Roadblock, it was outfitted for my
brass knuckles that can click on or off as needed. The vest
probably weighs around 30 pounds and I feel like I'm ready to go to war
when I put it on."

For the visually iconic Snake Eyes ninja character, Mingenbach and
filmmakers decided to adjust his look to read as more of a suit than
something intrinsic to his body. "We went with the notion
that Snake Eyes suits up everyday; that it's an armor that he puts on,"
explains Mingenbach.

For the Snake Eyes costume, Mingenbach spent 2 months researching and
developing seemingly endless illustrations and revisions. Taking into
consideration that most superhero suits tend to be somewhat cumbersome
and restrictive for the actors who wear them, the team settled on a
look for Snake Eyes that offered more fluidity and comfort.
"We had to find the balance between what Ray could live with and
comfortably move in and what looked good. You have to work with the
actor and be open to his or her feedback, so we changed some pieces of
armor, added some softer elements and more rubberized pieces along the
sides so he could actually move. There was a lot of R and D to find the
right fit."

"This one is more geared for battle as if Snake Eyes had it made
himself," says Ray Park. "It's more durable and flexible. It
looks more like a real man inside this battle armor. I love
it."

For Jinx, the ninja warrior and Snake Eyes protege, Mingenbach didn't
stray from the trademark red found in the original comic book series
but was able to incorporate some more fashion-forward ideas with the
character. "Jinx was so fun because there was a way to bring in some
more fashionable elements. Asian fashion is asymmetrical and
sculptural, so we had the opportunity to include as many bits of that
as we could."

For Storm Shadow and his iconic white costume, the filmmakers found no
reason to alter something that was pitch perfect already. "We
only made slight alterations to Storm Shadow, but his costume was
really almost perfect already."

To create as much realism as possible in the military realm, the
filmmakers brought in celebrated military technical consultant Harry
Humphries, who is a former Navy Seal and extremely familiar with the
world of film and how it works. "We brought Harry on because
we wanted our military guys as close to reality as they could possibly
be," explains di Bonaventura. "Harry and his team of Navy
Seals bring an instant credibility to being a soldier and it has a huge
affect on the end result."

In addition to serving as a consultant to the filmmakers as a
temperature gauge of authenticity during filming, Humphries worked with
the actors individually in prep in the handling of weaponry, technical
aspects of tactical procedure and a lesson on all things
military. He firmly believes that the details are not lost on
audiences today. "Today's audiences are sophisticated and
there is a large percentage that knows what proper weapon handling is
and what it looks like," argues Humphries. "So there are
certain key issues that you've got to instill in the actor to make them
look as if they're comfortable with the weapons they're using and how
to move as a unit."

Prior to and during filming Humphries worked with each of the G.I. JOE
cast members on the basics of military technique as well as each of
their character's skill sets. They were then brought together
to learn how to work as a unit, a technique often overlooked in feature
films. "All the actors were given the same base exposure to
skill sets and were then pulled together to merge as a team to master
the team operational element."

"We do want to pay tribute to the men and women in service and to make
it feel real. And I think hopefully, we've walked that line
really well with this movie," says Erik Howsam.

Having Humphries' team of active Navy Seals serving as G.I. JOE team
members in the film had a significant impact on the cast and crew
during filming. "There's a certain amount of awe we
experience being around the Seals and having them around gives it
significance," says di Bonaventura. "You look at these guys
as people and what they are willing to sacrifice and we all come away
with such an admiration and gratitude to be working with the Seals."